DKI REVISED DRAFT 2.12.14 SETTLEMENT AGREEMENT AND GENERAL RELEASE This Settlement Agreement and General Release (this "Agreement"), dated as of February_, 2014, is made by and between Jeffrey Epstein ("Epstein"), Andrew Farkas ("Farkas"), Island Global Yachting Facilities Ltd., a Cayman Islands exempted company ("IGYF"), and IGY-AYH St. Thomas Holdings, LLC, a U.S. Virgin Islands limited liability company ("AYH", and together with Epstein, Farkas, and IGYF, the "Parties"). WHEREAS, IGYF and Epstein entered in a Membership Interest Purchase Agreement, dated as of May 29, 2007 pursuant to which Epstein purchased a 50% membership interest in AYH (the "Membership Interest Purchase Agreement"); WHEREAS, Epstein, IGYF and AYH entered into that certain Amended and Restated Limited Liability Company Agreement of AYH dated as of May 29, 2007 (the "LLC Agreement"); WHEREAS, Epstein, Farkas IGYF and AYH have a dispute (the "Dispute") regarding, among other things, the purchase price paid by Epstein for his 50% interest in AYH pursuant to the Membership Interest Purchase Agreement and certain other matters concerning the operation and management of, and the fees and charges with respect to, the marina and buildings comprising American Yacht Harbor (the "Facility"); and WHEREAS, the Parties wish to settle the Dispute on the terms and conditions set forth herein. NOW, THEREFORE, the undersigned, representing all of the Parties, for good and valuable consideration, including without limitation the covenants and agreements made herein, hereby agree as follows: 1. Settlement Payment. Upon execution and acknowledgement of this Agreement by all Parties, IGYF shall pay or cause to be paid to Epstein the sum of Two Hundred Ninety Two Thousand Six Hundred Fifty Five 00/100 Dollars ($292,655.00) in immediately available funds by wire transfer to an account designated by Epstein. 2. Management of the Facility. Within ten (10) business days following the date